Cover Page
Cover Page | 11 Months Ended |
Dec. 31, 2020 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | true |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | FY |
Entity Registrant Name | ASCENDANT DIGITAL ACQUISITION CORP |
Entity Central Index Key | 0001805651 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | Amendment No. 1 |
Condensed Balance Sheet
Condensed Balance Sheet | Dec. 31, 2020USD ($) |
Current assets: | |
Cash | $ 861,754 |
Prepaid expenses | 328,772 |
Total current assets | 1,190,526 |
Investments held in Trust Account | 414,209,593 |
Total Assets | 415,400,119 |
Current liabilities: | |
Accounts payable | 22,120 |
Accrued expenses | 111,146 |
Due to related party | 9,750 |
Total current liabilities | 143,016 |
Deferred underwriting commissions | 14,490,000 |
Derivative warrant liabilities | 53,801,110 |
Total liabilities | 68,434,126 |
Commitments and Contingencies | |
Class A ordinary shares, $0.0001 par value; 34,196,599 shares subject to possible redemption at $10.00 per share | 341,965,990 |
Shareholders' Equity: | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 34,627,888 |
Accumulated deficit | (29,629,640) |
Total shareholders' equity | 5,000,003 |
Total liabilities and shareholders' equity | 415,400,119 |
Common Class A | |
Shareholders' Equity: | |
Common Stock, Value, Issued | 720 |
Common Class B | |
Shareholders' Equity: | |
Common Stock, Value, Issued | $ 1,035 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Temporary Equity,Shares subject to possible redemption | 34,196,599 |
Temporary equity redemption price per share | $ / shares | $ 10 |
Preferred Stock, Par Value | $ / shares | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 |
Preferred Stock, Shares Issued | 0 |
Preferred Stock, Shares Outstanding | 0 |
Common Class A | |
Common stock, par value | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 |
Common Stock, Shares, Issued | 7,203,401 |
Common stock, shares, outstanding | 7,203,401 |
Common Stock, shares subject to possible redemption | 34,196,599 |
Common Class B | |
Common stock, par value | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 |
Common Stock, Shares, Issued | 10,350,000 |
Common stock, shares, outstanding | 10,350,000 |
Condensed Statements of Operati
Condensed Statements of Operations | 11 Months Ended |
Dec. 31, 2020USD ($)shares | |
General and administrative expenses | $ 299,873 |
Administrative expenses - related party | 50,000 |
Loss from operations | (349,873) |
Change in fair value of derivative warrant liabilities | (28,525,220) |
Financing costs allocated to derivative warrant liabilities | (964,140) |
Interest income from Trust Account | 209,593 |
Net loss | (29,629,640) |
Common Class A | |
Net loss | $ 210,000 |
Basic and diluted weighted average shares outstanding | shares | 41,400,000 |
Common Class B | |
Net loss | $ (350,000) |
Basic and diluted weighted average shares outstanding | shares | 10,350,000 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders Equity - 11 months ended Dec. 31, 2020 - USD ($) | Total | Class A | Class B | Ordinary Shares [Member] | Ordinary Shares [Member]Class A | Ordinary Shares [Member]Class B | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Feb. 10, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Beginning balance, Shares at Feb. 10, 2020 | 0 | 0 | ||||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | $ 0 | $ 1,035 | 23,965 | 0 | |||
Issuance of Class B ordinary shares to Sponsor, Shares | 0 | 10,350,000 | ||||||
Sale of units in initial public offering, gross | 397,146,750 | $ 4,140 | $ 0 | 397,142,610 | 0 | |||
Sale of units in initial public offering, gross, Shares | 41,400,000 | 41,400,000 | 0 | |||||
Offering costs | (22,433,477) | $ 0 | $ 0 | (22,433,477) | 0 | |||
Excess of cash received over fair value of private placement warrants | 1,857,360 | 0 | 0 | 1,857,360 | 0 | |||
Shares subject to possible redemption | (341,965,990) | $ (3,420) | $ 0 | (341,962,570) | 0 | |||
Shares subject to possible redemption, Shares | (34,196,599) | 0 | ||||||
Net loss | (29,629,640) | $ 210,000 | $ (350,000) | $ (140,000) | $ 0 | $ 0 | 0 | (29,629,640) |
Ending balance at Dec. 31, 2020 | $ 5,000,003 | $ 720 | $ 1,035 | $ 34,627,888 | $ (29,629,640) | |||
Ending balance, Shares at Dec. 31, 2020 | 7,203,401 | 10,350,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 11 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (29,629,640) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
General and administrative expenses paid by related party | 28,223 |
Interest earned on investments held in Trust Account | (209,593) |
Change in fair value of derivative warrant liabilities | 28,525,210 |
Financing costs allocated to derivative warrant liabilities | 964,140 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (328,772) |
Accounts payable | 22,120 |
Due to related party | 9,750 |
Accrued expenses | 26,146 |
Net cash used in operating activities | (592,406) |
Cash Flows from Investing Activities: | |
Principal deposited in Trust Account | (414,000,000) |
Net cash used in investing activities | (414,000,000) |
Cash Flows from Financing Activities: | |
Repayment of note payable to related party | (159,720) |
Proceeds received from initial public offering, gross | 414,000,000 |
Proceeds received from private placement | 10,280,000 |
Offering costs paid | (8,666,120) |
Net cash provided by financing activities | 415,454,160 |
Net change in cash | 861,754 |
Cash - beginning of the period | 0 |
Cash - end of the period | 861,754 |
Supplemental disclosure of noncash investing and financing activities: | |
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 |
Offering costs included in accrued expenses | 85,000 |
Offering costs included in note payable - related party | 131,497 |
Deferred underwriting commissions | 14,490,000 |
Initial value of Class A ordinary shares subject to possible redemption | 370,565,620 |
Change in Value of Class A ordinary shares subject to possible redemption | $ (28,599,630) |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 11 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION Organization and General Ascendant Digital Acquisition Corp. (the “ Company ”) is a blank check company incorporated in the Cayman Islands on February 11, 2020. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in what it calls the “Attention Economy”, which refers to various converging sectors within interactive (digital) entertainment, film/television, music, print and digital books (including magazine and comics publications), e-sports, live events and other forms of consumer entertainment and enabling services and technologies. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “ Securities Act ”), as modified by the Jumpstart our Business Startups Act of 2012 (the “ JOBS Act ”). At December 31, 2020, the Company had not yet commenced operations. All activity for the period from February 11, 2020 (inception) through December 31, 2020 relates to the Company’s formation and its preparation for the initial public offering (“ Initial Public Offering ”), which is described below, and since offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of income earned on investments on investments in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Ascendant Sponsor LP, a Cayman Islands exempted limited partnership (“ Sponsor ”). The registration statement for the Company’s Initial Public Offering was declared effective on July 24, 2020. On July 28, 2020, the Company consummated its Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “ Public Shares ”), including 5,400,000 additional Units to cover over-allotments (the “ Over-Allotment Units ”), at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.4 million, inclusive of approximately $14.5 million in deferred underwriting commissions (Note 4). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“ Private Placement ”) of 10,280,000 warrants (each, a “Private Placement Warrant” and collectively, the “ Private Placement Warrants ”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $10.3 million (Note 7). Upon the closing of the Initial Public Offering and the Private Placement, $414.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“ Trust Account ”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and which was invested by the trustee only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “ Investment Company Act ”). The Company will provide its holders (the “ Public Shareholders ”) of its Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 4). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ ASC ”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “ Amended and Restated Memorandum and Articles of Association ”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“ SEC ”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. The Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor and those officers, directors and advisors of ADAC that hold founder shares (the “ Initial Shareholders ”) have agreed not to propose an amendment to the amended and restated memorandum and articles of association (a) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering, or July 28, 2022 (the “ Combination Period ”) or (b) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 4) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “ Securities Act ”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination As more fully described in Note 10, on March 1, 2021, the Company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing), entered into a Business Combination Agreement (the “Business Combination Agreement”) with Beacon Street Group, LLC, a Delaware limited liability company (the “BSG”), all of the members of BSG party thereto (collectively, the “Sellers” and each a “Seller”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Sellers thereunder (in such capacity, the “Seller Representative”). Upon consummation of the transactions, the Company will change its name to “Beacon Street Group, Inc.” Liquidity and Capital Resources The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2020, the Company had approximately $0.9 million in its operating bank account and working capital of approximately $1.0 million. The Company’s liquidity needs up to December 31, 2020 had been satisfied through the payment of $25,000 from the Sponsor to cover for certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, the loan of approximately $160,000 from the Sponsor pursuant to the Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on July 28, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2020, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Restatement of Previously Issued Financial Statements | RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In April 2021, the Audit Committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase ordinary shares that the Company issued in July 2020 (the “Warrants”), the Company’s previously issued financial statements for the Affected Periods should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods included in this Annual Report. On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on July 28, 2020, the Company’s warrants were accounted for as equity within the Company’s previously reported balance sheets. After discussion and evaluation, including with the Company’s audit committee, management concluded that the warrants should be presented as liabilities with subsequent fair value remeasurement. Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on the Company’s application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement and the Company’s application of ASC 815-40 to the warrant agreement. The Company reassessed its accounting for Warrants issued on July 28, 2020, in light of the SEC Staff’s published views. Based on this reassessment, management determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company Statement of Operations each reporting period. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements as of and for the period ended December 31, 2020 as of and for the three months ended September 30, 2020, and for the period from February 11, 2020 (inception) through September 30, 2020, and the balance sheet as of July 28, 2020 (the “Affected Periods”) should be restated because of a misapplication in the guidance around accounting for certain of the Company’s outstanding warrants to purchase ordinary shares (the “Warrants”) and should no longer be relied upon. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 415,400,119 $ — $ 415,400,119 Liabilities and shareholders’ equity Total current liabilities $ 143,016 $ — $ 143,016 Deferred legal fees — — — Deferred underwriting commissions 14,490,000 — 14,490,000 Derivative warrant liabilities — 53,801,110 53,801,110 Total liabilities 14,633,016 $ 53,801,110 68,434,126 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 395,767,100 (53,801,110) 341,965,990 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 182 538 720 Class B ordinary shares - $0.0001 par value 1,035 — 1,035 Additional paid-in-capital 5,139,066 29,488,822 34,627,888 Accumulated deficit (140,280) (29,489,360) (29,629,640) Total shareholders’ equity 5,000,003 — 5,000,003 Total liabilities and shareholders’ equity $ 415,400,119 $ — $ 415,400,119 Period From February 11, 2020 (Inception) Through December 31, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Operations Loss from operations $ (349,873) $ — $ (349,873) Other (expense) income Change in fair value of derivative warrant liabilities — (28,525,220) (28,525,220) Financing costs allocated to derivative warrant liabilities — (964,140) (964,140) Interest earned on investments held in Trust Account 209,593 — 209,593 Total other (expense) income 209,593 (29,489,360) (29,279,767) Net loss $ (140,280) $ (29,489,360) $ (29,629,640) Basic and Diluted weighted-average Class A ordinary shares outstanding 41,400,000 — $ 41,400,000 Basic and Diluted net loss per Class A shares $ 0.01 — $ 0.01 Basic and Diluted weighted-average Class B ordinary shares outstanding 10,350,000 — 10,350,000 Basic and Diluted net loss per Class B share $ (0.03) $ (2.85) $ (2.88) Period From February 11, 2020 (Inception) Through December 31, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Cash Flows Net Loss (140,280) (29,489,360) (29,629,640) Change in fair value of derivative warrant liabilities — 28,525,220 28,525,220 Financing costs allocated to derivative warrant liabilities — 964,140 964,140 Net cash used in operating activities (592,406) — (592,406) Net cash used in investing activities (414,000,000) — (414,000,000) Net cash provided by financing activities 415,454,160 — 415,454,160 Net change in cash $ 861,754 $ — $ 861,754 As of September 30, 2020 As Previously Reported Restatement Adjustment As Restated Unaudited Condensed Balance Sheet Total assets $ 415,422,378 $ — $ 415,422,378 Liabilities and shareholders’ equity Total current liabilities $ 115,692 $ — $ 115,692 Deferred underwriting commissions 14,490,000 — 14,490,000 Derivative warrant liabilities — 46,451,340 46,451,340 Total liabilities 14,605,692 $ 46,451,340 61,057,032 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 395,816,680 (46,451,340) 349,365,340 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 182 503 685 Class B ordinary shares - $0.0001 par value 1,035 — 1,035 Additional paid-in-capital 5,089,486 22,139,097 27,228,583 Accumulated deficit (90,697) (22,139,590) (22,230,287) Total shareholders’ equity 5,000,006 — 5,000,006 Total liabilities and shareholders’ equity $ 415,422,378 $ — $ 415,422,378 Three Months Ended September 30, 2020 As Previously Reported Restatement Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (134,386) $ — $ (134,386) Other (expense) income Change in fair value of derivative warrant liabilities — (21,175,450) (21,175,460) Financing costs — (964,140) (964,140) Interest earned on investments held in Trust Account 89,468 — 89,468 Total other (expense) income 89,468 (22,139,590) (22,050,122) Net loss $ (44,918) $ (22,139,590) $ (22,184,508) Basic and Diluted weighted-average Class A ordinary shares outstanding 41,400,000 — $ 41,400,000 Basic and Diluted net loss per Class A share $ — — $ — Basic and Diluted weighted-average Class B ordinary shares outstanding 10,350,000 — 10,350,000 Basic and Diluted net loss per Class B share $ (0.01) $ (2.14) $ (2.15) Period From February 11, 2020 (Inception) Through September 30, 2020 As Previously Reported Restatement Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (180,165) $ — $ (180,165) Other (expense) income Change in fair value of warrant liabilities — (21,175,450) (21,175,450) Financing costs — (964,140) (964,140) Interest earned on investments held in Trust Account 89,468 — 89,468 Total other (expense) income 89,468 (22,139,590) (22,050,122) Net loss $ (90,697) $ (22,139,590) $ (22,230,287) Basic and Diluted weighted-average Class A ordinary shares outstanding 41,400,000 — $ 41,400,000 Basic and Diluted net loss per Class A share $ — — $ — Basic and Diluted weighted-average Class B ordinary shares outstanding 10,350,000 — 10,350,000 Basic and Diluted net loss per Class B share $ (0.02) $ (2.14) $ (2.16) Period From February 11, 2020 (Inception) Through September 30, 2020 As Previously Reported Restatement Adjustment As Restated Unaudited Condensed Statement of Cash Flows Net Loss (90,697) (22,139,590) (22,230,287) Change in fair value of derivative warrant liabilities — 21,175,450 21,175,450 Financing costs allocated to derivative warrant liabilities — 964,140 964,140 Net cash used in operating activities (501,937) — (501,937) Net cash used in investing activities (414,000,000) — (414,000,000) Net cash provided by financing activities 415,454,160 — 415,454,160 Net change in cash $ 952,223 $ — $ 952,223 In addition, the impact to the balance sheet dated July 28, 2020, filed on Form 8-K on August 3, 2020 related to the impact of accounting for the public and private warrants as liabilities at fair value resulted in a $25.3 million increase to the derivative warrant liabilities line item at July 28, 2020 and offsetting decrease to the Class A subject to possible redemption mezzanine equity line item. There is no change to total equity at the reported balance sheet date. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 11 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP ”) for financial information and pursuant to the rules and regulations of the SEC. In the opinion of management, the financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period from December 31, 2020, and the period from February 11, 2020 (inception) through December 31, 2020, and for the period from February 11, 2020 (inception) through September 30, 2020 (collectively, the “Affected Periods”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging growth company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000, and any cash held in Trust Account. At December 31, 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The investments are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest earned on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of prepaid expenses, accounts payable, accrued expenses, and due to related party approximate their fair values due primarily to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 2020. Offering costs Offering costs consist legal, accounting, underwriting fees and other costs directly attributable to the Initial Public Offering. These costs, along with underwriting fees were charged to additional paid- in capital upon the completion of the Initial Public Offering. The Company’s will keep deferred underwriting commissions classified as a long term liability due to the uncertain nature of the closing of the business combination and its encumbrance to the trust account. Deferred underwriting commissions are classified as non-current liabilities as their settlement is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 39,576,710 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Derivative Warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company issued 30,980,000 ordinary shares warrants in connection with the Initial Public Offering (20,700,000) and Private Placement (10,280,000) which are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Net income (loss) per ordinary share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 30,980,000 shares of Class A ordinary shares in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted loss per share is the same as basic loss per share for the periods presented. The Company’s statements of operations include a presentation of income (loss) per ordinary share subject to redemption in a manner similar to the two-class method of income per share. Net income (loss) per share, basic and diluted for Class A ordinary shares is calculated by dividing the investment income earned on the Trust Account of approximately $210,000 for the period from February 11, 2020 (inception) through December 31, 2020 by the weighted average number of shares of Class A ordinary shares outstanding for the period. Net loss per share, basic and diluted for Class B ordinary shares is calculated by dividing the net loss of approximately $140,000, less income attributable to Class A ordinary shares of $210,000, resulting in a net loss of approximately $350,000 by the weighted average number of shares of Class B ordinary shares outstanding for the period. Income taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 11 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Initial Public Offering | INITIAL PUBLIC OFFERING On July 28, 2020, the Company consummated its Initial Public Offering of 41,400,000 Units, including the 5,400,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.4 million, inclusive of approximately $14.5 million in deferred underwriting commissions. Each Unit consists of one Class A ordinary share, and one-half of one redeemable warrant (each, a “ Public Warrant ”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary shares at a price of $11.50 per share, subject to adjustment (see Note 7). |
Related Party Transactions
Related Party Transactions | 11 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Founder Shares On March 2, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 8,625,000 Class B ordinary shares, par value $0.0001, (the “ Founder Shares ”), for an aggregate price of $25,000. On May 29, 2020, the Sponsor surrendered 1,437,500 Founder Shares to the Company for cancellation for no consideration. On June 26, 2020, the Company effected a share capitalization of 1,437,500 Founder Shares, resulting in the Sponsor holding 8,625,000 Founder Shares. In July 2020, the Sponsor transferred an aggregate of 180,000 Founder Shares to members of the Company’s board of directors and advisory board, resulting in the Sponsor holding 8,445,000 Founder Shares. On July 23, 2020, the Company effected another share capitalization of 1,725,000 Founder Shares, resulting in an aggregate of 10,350,000 Founder Shares outstanding, of which the Sponsor holds 10,170,000 shares. All shares and the associated amounts have been retroactively restated to reflect the aforementioned share surrender and capitalization. The Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances. Any permitted transferees will be subject to the same restrictions and other agreements of the initial Shareholders with respect to any Founder Shares. Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,280,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $10.3 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. Certain proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable (except as set forth below under “– Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $10.00 ”) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On March 2, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “ Note ”) . This loan was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Initial Public Offering. The Company borrowed approximately $160,000 under the Note, and then fully repaid the Note on July 28, 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans ”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. As of December 31, 2020, the Company had a balance due to related party of $9,750 related to an invoice the Sponsor paid on behalf of the Company. Administrative Support Agreement The Company agreed to pay the Sponsor a total of $10,000 per month, commencing on the effective date of the Initial Public Offering, for office space, utilities, secretarial and administrative support services provided to members of the management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred and paid $50,000 in these fees for the period from the effective date of the Initial Public Offering through December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 11 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants, Forward Purchase Securities and warrants that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 5,400,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On July 28, 2020, the underwriters fully exercised their over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $8.3 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $14.5 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Forward Purchase Agreement In connection with the consummation of the Offering, the Company entered into a forward purchase agreement with NEXON Co. Ltd. (“ Nexon ”), pursuant to which Nexon has subscribed to purchase from us, upon request, up to 25,000,000 forward purchase units (the “ Forward Purchase Units ”), consisting of one Class A ordinary share (the “ Forward Purchase Shares ”), and one-half of one warrant to purchase one Class A ordinary share (the “ Forward Purchase Warrants ”), for $10.00 per unit, or an aggregate amount of up to $250,000,000, in a private placement that will close concurrently with the closing of our initial business combination. Nexon’s commitment under the forward purchase agreement is subject to, among other conditions, the approval of its investment committee in its sole and absolute discretion. The Forward Purchase Shares and Forward Purchase Warrants will be identical to the Class A ordinary shares and warrants, respectively, included in the units being sold in the Public Offering, except that they will be subject to certain transfer restrictions and registration rights, as described herein. Risks and Uncertainties Management is continuing to evalute the impact of the COVID-19 pandemic and has concluded that, while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or close of the Business Combination Agreement, the specific impact is not readily determinable as of the date of these financial statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | DERIVATIVE WARRANT LIABILITIES As of December 31, 2020, the Company had 20,700,000 and 10,280,000 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants have an exercise price of $11.50 per share, subject to adjustments as described below, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of our initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price (See" Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00" and" Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00"), and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price (See" Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00"). The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable (except as set forth below under “ – Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”) so long as they are held by the Sponsor, members of the Sponsor or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company for cash and exercisable by the holders on the same basis as the Public Warrants. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants for Class A ordinary shares: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares; • if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A ordinary shares shall mean the volume weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company is unable to complete the initial Business Combination within the combination period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Shareholders' Equity
Shareholders' Equity | 11 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | SHAREHOLDERS’ EQUITY Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2020, there were 41,400,000 Class A ordinary shares issued and outstanding, including 39,576,710 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On March 2, 2020, the Company issued 8,625,000 Class B ordinary shares to the Sponsor. On May 29, 2020, the Sponsor surrendered 1,437,500 Founder Shares to the Company for cancellation for no consideration. On June 26, 2020, the Company effected a share capitalization of 1,437,500 Founder Shares and as a result the Sponsor held 8,625,000 Class B ordinary shares. On July 23, 2020, the Company effected another share capitalization of 1,725,000 Founder Shares, resulting in an aggregate of 10,350,000 Founder Shares outstanding, of which the Sponsor holding 10,170,000 shares. All shares and the associated amounts have been retroactively restated to reflect the aforementioned share surrender and capitalization. As of December 31, 2020, there were 10,350,000 Class B ordinary shares outstanding. Holders of record of our Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders, except as required by law; provided, that, prior to the Company’s initial Business Combination, only holders of Class B ordinary shares will have the right to vote on the election of directors prior to or in connection with the completion of the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of the initial Business Combination on a one- for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including the forward purchase shares but not the forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Preference Shares — The Company is authorized to issue 1,000,000 preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2020, there were no preference shares issued or outstanding. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The Company follows the guidance in FASB ASC Topic 820, “Fair Value Measurements”, for its financial assets and liabilities that are re- measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Investments held in Trust Account: U.S. Treasury securities $ 414,209,593 $ — $ — Liabilities: Derivative public warrant liabilities $ 35,386,050 $ — $ — Derivative private warrant liabilities $ — $ — $ 18,415,060 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in September 2020, when the Public Warrants were separately listed and traded. Level 1 instruments include investments in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since September 2020. For the period ended December 31, 2020, the Company recognized a charge to the statement of operations resulting from an increase in the fair value of liabilities of $28.5 million presented as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary share warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of July 28, 2020 As of December 31, 2020 Volatility 16.1% 25.3% Stock price $9.59 $10.26 Expected life of the options to convert 6.00 5.42 Risk-free rate 0.35% 0.42% Dividend yield 0.0% 0.0% The change in the fair value of the derivative warrant liabilities for the period from February 11, 2020 (inception) through December 31, 2020 is summarized as follows: Derivative warrant liabilities at February 11, 2020 (inception) $ — Issuance of Public and Private Warrants 25,275,880 Change in fair value of derivative warrant liabilities 28,525,230 Derivative warrant liabilities at December 31, 2020 $ 53,801,110 |
Subsequent Events
Subsequent Events | 11 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On March 1, 2021, the Company, entered into a Business Combination Agreement with Beacon Street Group, LLC, a Delaware limited liability company, all of the members of BSG party thereto and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Sellers thereunder. Each of the Company, BSG, the Sellers and the Seller Representative are individually referred to herein as a “Party” and, collectively, the “Parties”. The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.” The time of the closing of the Business Combination is referred to herein as the “Closing.” The date of the Closing of the Business Combination is referred to herein as the “Closing Date.” Business Combination Agreement At the end of the day immediately prior to the Closing Date, subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, the Company will migrate to and domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Cayman Islands Companies Act (As Revised) (the “Domestication”). By virtue of the Domestication and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, including approval of the Company’s shareholders: (i) each of the then issued and outstanding Class B ordinary shares of the Company, par value $0.0001 per share (each, a “Cayman Class B Share”), will convert automatically, on a one-for-one basis, into a Class A ordinary share of the Company, par value $0.0001 per share (each, a “Cayman Class A Share”); (ii) immediately following the conversion described in clause (i), each of the then issued and outstanding Cayman Class A Shares will convert automatically, on a one-for-one basis, into a share of Class A common stock, par value $0.0001 per share, of Company (after the Domestication) (the “Class A Common Stock”); and (iii) each of the then issued and outstanding warrants representing the right to purchase one Cayman Class A Share will convert automatically into a warrant to acquire one share of Class A Common Stock pursuant to the related warrant agreement. Substantially simultaneously with or immediately following the Domestication and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, the Company will also file (a) a certificate of incorporation with the Secretary of State of Delaware in the form attached to the Business Combination Agreement (the “Company Domesticated Charter”) and (b) adopt bylaws in the form attached to the Business Combination Agreement (the “Company Domesticated Bylaws”), to (among other things) establish a capital structure for the Company containing Class A Common Stock and shares of Class B common stock, par value $0.0001 per share of Company (after the Domestication) (the “Class B Common Stock”). The shares of Class B Common Stock will have the same voting rights as the shares of Class A Common Stock but the shares of Class B Common Stock will have no economic rights, in each case as set forth in the Company Domesticated Charter and Company Domesticated Bylaws. Subject to the satisfaction or waiver of certain conditions set forth in the Business Combination Agreement, at the Closing, the Company will contribute a subscription amount (the “Subscription Amount”) to BSG in exchange for units and warrants in BSG. Pursuant to the Business Combination Agreement, the Subscription Amount will be an amount of cash determined by BSG and will be not less than $85,000,000 nor more than $150,000,000; provided, that, notwithstanding the foregoing, if the Subscription Amount determined by BSG will be greater than the Available Distributable Cash (as defined below), the Subscription Amount will automatically be deemed to be an amount equal to the Available Distributable Cash. Pursuant to the Business Combination Agreement, the “Available Distributable Cash” will be an aggregate amount equal to, as of immediately prior to the Closing, the sum of (without duplication): (a) all amounts in the Company’s trust account, less amounts required for the redemptions of Cayman Class A Shares by the Company’s current shareholders, plus (b) the aggregate proceeds, if any, actually received by the Company from the Subscriptions (as defined and discussed below) plus (c) all other cash and cash equivalents of the Company minus (d) the aggregate amount of unpaid transaction costs incurred by the parties to the Business Combination Agreement. At the Closing, the Company will also purchase certain units of BSG from the Sellers for cash consideration (the “Cash Consideration”) in an amount equal to (i) the Available Acquiror Closing Cash (as defined below), less (ii) the aggregate amount of unpaid transaction costs incurred by the parties to the Business Combination Agreement as of the Closing, provided, that, under no circumstances will the Cash Consideration be more than $374,000,000 or less than $0. Pursuant to the Business Combination Agreement, the “Available Acquiror Closing Cash” will be an aggregate amount equal to, as of immediately prior to the Closing, the sum of (without duplication): (a) all amounts in the Company’s trust account, less amounts required for the redemptions of Cayman Class A Shares by the Company’s current shareholders plus (b) the aggregate proceeds, if any, actually received by the Company from the Subscriptions plus (c) all other cash and cash equivalents of the Company minus (d) the Subscription Amount. Additionally, at the Closing, the Company will issue to the Sellers, for nominal consideration, a certain number of shares of Class B Common Stock equal to the aggregate number of units of the Company retained by the Sellers at the Closing (collectively, the “Retained Units”), with each Seller receiving its pro rata share of such shares of Class B Common Stock and Retained Units. Pursuant to the Business Combination Agreement, the Retained Units will be a number of common units of the Company equal to the quotient of (a) $2,910,923,000 (being the agreed equity value to the Sellers) minus the Cash Consideration, divided by (b) $10.00. Following the Closing, the combined Company will be organized in an “Up-C” structure in which substantially all of the assets and the business of the combined Company will be held by BSG and its subsidiaries, and the Company’s only direct assets will consist of units and warrants of BSG. Assuming that none of the Company’s current shareholders exercise their right to redeem their Cayman Class A Shares, and subject to adjustment for cash on hand and working capital, as of immediately following the Closing and without giving effect to the Sponsor Earn Out Shares (as defined and discussed below) or outstanding warrants to purchase Cayman Class A Shares, the Company is expected to own, directly or indirectly, approximately 20.1% of the issued and outstanding units of BSG at the Closing and will control BSG as the sole manager of BSG in accordance with the terms of the BSG Third A&R Operating Agreement and all remaining units of the Company will be owned by the Sellers. Upon consummation of the Transactions, the Company will change its name to “Beacon Street Group, Inc.” Under the Business Combination Agreement, the obligations of the parties (or, in some cases, some of the parties) to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby and certain other matters by requisite vote of the Company’s shareholders; (ii) if required, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the absence of a Company Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Business Combination Agreement; and (iv) material compliance by the parties with their respective pre-Closing and Closing obligations and the accuracy of each party’s representations and warranties in the Business Combination Agreement, in each case subject to certain materiality standards contained in the Business Combination Agreement. In addition, BSG’s obligation to consummate the Business Combination is subject to the condition that the sum of (x) the funds remaining in the Company’s trust account (after giving effect to redemptions of Cayman Class A Shares by the Company’s current shareholders) and (y) the aggregate amount the Company actually receives from the Subscriptions, but in each case before giving effect to the consummation of the Closing and the payment of the aggregate amount of unpaid transaction costs incurred by the parties to the Business Combination Agreement, be equal to or exceed $150,000,000. Subscription Agreements In connection with the execution of the Business Combination Agreement, the Company entered into subscription agreements with certain accredited and institutional investors (the “Subscription Agreements”), pursuant to which, and on the terms and subject to the conditions of which, such investors have committed to purchase an aggregate of 15,000,000 shares of Class A Common Stock (together, the “Subscriptions”) at a price of $10.00 per share, for an aggregate purchase price of $150,000,000, to be issued immediately following the Domestication and substantially concurrently with the Closing. Sponsor Support Agreement In connection with the execution of the Business Combination Agreement, Ascendant Sponsor LP (the “Sponsor”), the Company and BSG have entered into an agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor agreed to vote in favor of adoption of the Business Combination Agreement and the Transactions, and agreed to waive any and all anti-dilution rights described in the Company’s current organizational documents with respect to the Cayman Class B Shares held by the Sponsor that may be implicated by the Business Combination. The foregoing description of the Proposed Business Combination, the Subscription and Agreements, and the Sponsor Support Agreement does not purport to be complete. For further information refer to the full agreements the Company filed with the SEC on March 2, 2021 on a Current Report on Form 8-K on March 2, 2021. The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued. Other than described herein and in Note 2, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 11 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation and Emerging growth company | Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP ”) for financial information and pursuant to the rules and regulations of the SEC. In the opinion of management, the financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. As described in Note 2—Restatement of Previously Issued Financial Statements, the Company’s financial statements for the period from December 31, 2020, and the period from February 11, 2020 (inception) through December 31, 2020, and for the period from February 11, 2020 (inception) through September 30, 2020 (collectively, the “Affected Periods”), are restated in this Annual Report on Form 10-K/A (Amendment No. 1) (this “Annual Report”) to correct the misapplication of accounting guidance related to the Company’s warrants in the Company’s previously issued audited and unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the audited and unaudited condensed financial statements and accompanying notes, as applicable. See Note 2—Restatement of Previously Issued Financial Statements for further discussion. Emerging growth company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000, and any cash held in Trust Account. At December 31, 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The investments are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest earned on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2020, the carrying values of prepaid expenses, accounts payable, accrued expenses, and due to related party approximate their fair values due primarily to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 2020. |
Offering costs | Offering costs Offering costs consist legal, accounting, underwriting fees and other costs directly attributable to the Initial Public Offering. These costs, along with underwriting fees were charged to additional paid- in capital upon the completion of the Initial Public Offering. The Company’s will keep deferred underwriting commissions classified as a long term liability due to the uncertain nature of the closing of the business combination and its encumbrance to the trust account. Deferred underwriting commissions are classified as non-current liabilities as their settlement is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares subject to possible redemption | Class A Ordinary Shares subject to possible redemptionThe Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. |
Net income (loss) per ordinary share | Net income (loss) per ordinary share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 30,980,000 shares of Class A ordinary shares in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted loss per share is the same as basic loss per share for the periods presented. The Company’s statements of operations include a presentation of income (loss) per ordinary share subject to redemption in a manner similar to the two-class method of income per share. Net income (loss) per share, basic and diluted for Class A ordinary shares is calculated by dividing the investment income earned on the Trust Account of approximately $210,000 for the period from February 11, 2020 (inception) through December 31, 2020 by the weighted average number of shares of Class A ordinary shares outstanding for the period. Net loss per share, basic and diluted for Class B ordinary shares is calculated by dividing the net loss of approximately $140,000, less income attributable to Class A ordinary shares of $210,000, resulting in a net loss of approximately $350,000 by the weighted average number of shares of Class B ordinary shares outstanding for the period. |
Income taxes | Income taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent accounting pronouncements | Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Impact of the Restatement | The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 415,400,119 $ — $ 415,400,119 Liabilities and shareholders’ equity Total current liabilities $ 143,016 $ — $ 143,016 Deferred legal fees — — — Deferred underwriting commissions 14,490,000 — 14,490,000 Derivative warrant liabilities — 53,801,110 53,801,110 Total liabilities 14,633,016 $ 53,801,110 68,434,126 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 395,767,100 (53,801,110) 341,965,990 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 182 538 720 Class B ordinary shares - $0.0001 par value 1,035 — 1,035 Additional paid-in-capital 5,139,066 29,488,822 34,627,888 Accumulated deficit (140,280) (29,489,360) (29,629,640) Total shareholders’ equity 5,000,003 — 5,000,003 Total liabilities and shareholders’ equity $ 415,400,119 $ — $ 415,400,119 Period From February 11, 2020 (Inception) Through December 31, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Operations Loss from operations $ (349,873) $ — $ (349,873) Other (expense) income Change in fair value of derivative warrant liabilities — (28,525,220) (28,525,220) Financing costs allocated to derivative warrant liabilities — (964,140) (964,140) Interest earned on investments held in Trust Account 209,593 — 209,593 Total other (expense) income 209,593 (29,489,360) (29,279,767) Net loss $ (140,280) $ (29,489,360) $ (29,629,640) Basic and Diluted weighted-average Class A ordinary shares outstanding 41,400,000 — $ 41,400,000 Basic and Diluted net loss per Class A shares $ 0.01 — $ 0.01 Basic and Diluted weighted-average Class B ordinary shares outstanding 10,350,000 — 10,350,000 Basic and Diluted net loss per Class B share $ (0.03) $ (2.85) $ (2.88) Period From February 11, 2020 (Inception) Through December 31, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Cash Flows Net Loss (140,280) (29,489,360) (29,629,640) Change in fair value of derivative warrant liabilities — 28,525,220 28,525,220 Financing costs allocated to derivative warrant liabilities — 964,140 964,140 Net cash used in operating activities (592,406) — (592,406) Net cash used in investing activities (414,000,000) — (414,000,000) Net cash provided by financing activities 415,454,160 — 415,454,160 Net change in cash $ 861,754 $ — $ 861,754 As of September 30, 2020 As Previously Reported Restatement Adjustment As Restated Unaudited Condensed Balance Sheet Total assets $ 415,422,378 $ — $ 415,422,378 Liabilities and shareholders’ equity Total current liabilities $ 115,692 $ — $ 115,692 Deferred underwriting commissions 14,490,000 — 14,490,000 Derivative warrant liabilities — 46,451,340 46,451,340 Total liabilities 14,605,692 $ 46,451,340 61,057,032 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 395,816,680 (46,451,340) 349,365,340 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 182 503 685 Class B ordinary shares - $0.0001 par value 1,035 — 1,035 Additional paid-in-capital 5,089,486 22,139,097 27,228,583 Accumulated deficit (90,697) (22,139,590) (22,230,287) Total shareholders’ equity 5,000,006 — 5,000,006 Total liabilities and shareholders’ equity $ 415,422,378 $ — $ 415,422,378 Three Months Ended September 30, 2020 As Previously Reported Restatement Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (134,386) $ — $ (134,386) Other (expense) income Change in fair value of derivative warrant liabilities — (21,175,450) (21,175,460) Financing costs — (964,140) (964,140) Interest earned on investments held in Trust Account 89,468 — 89,468 Total other (expense) income 89,468 (22,139,590) (22,050,122) Net loss $ (44,918) $ (22,139,590) $ (22,184,508) Basic and Diluted weighted-average Class A ordinary shares outstanding 41,400,000 — $ 41,400,000 Basic and Diluted net loss per Class A share $ — — $ — Basic and Diluted weighted-average Class B ordinary shares outstanding 10,350,000 — 10,350,000 Basic and Diluted net loss per Class B share $ (0.01) $ (2.14) $ (2.15) Period From February 11, 2020 (Inception) Through September 30, 2020 As Previously Reported Restatement Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (180,165) $ — $ (180,165) Other (expense) income Change in fair value of warrant liabilities — (21,175,450) (21,175,450) Financing costs — (964,140) (964,140) Interest earned on investments held in Trust Account 89,468 — 89,468 Total other (expense) income 89,468 (22,139,590) (22,050,122) Net loss $ (90,697) $ (22,139,590) $ (22,230,287) Basic and Diluted weighted-average Class A ordinary shares outstanding 41,400,000 — $ 41,400,000 Basic and Diluted net loss per Class A share $ — — $ — Basic and Diluted weighted-average Class B ordinary shares outstanding 10,350,000 — 10,350,000 Basic and Diluted net loss per Class B share $ (0.02) $ (2.14) $ (2.16) Period From February 11, 2020 (Inception) Through September 30, 2020 As Previously Reported Restatement Adjustment As Restated Unaudited Condensed Statement of Cash Flows Net Loss (90,697) (22,139,590) (22,230,287) Change in fair value of derivative warrant liabilities — 21,175,450 21,175,450 Financing costs allocated to derivative warrant liabilities — 964,140 964,140 Net cash used in operating activities (501,937) — (501,937) Net cash used in investing activities (414,000,000) — (414,000,000) Net cash provided by financing activities 415,454,160 — 415,454,160 Net change in cash $ 952,223 $ — $ 952,223 |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Impact of the Restatement | The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Reported Restatement Adjustment As Restated Balance Sheet Total assets $ 415,400,119 $ — $ 415,400,119 Liabilities and shareholders’ equity Total current liabilities $ 143,016 $ — $ 143,016 Deferred legal fees — — — Deferred underwriting commissions 14,490,000 — 14,490,000 Derivative warrant liabilities — 53,801,110 53,801,110 Total liabilities 14,633,016 $ 53,801,110 68,434,126 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 395,767,100 (53,801,110) 341,965,990 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 182 538 720 Class B ordinary shares - $0.0001 par value 1,035 — 1,035 Additional paid-in-capital 5,139,066 29,488,822 34,627,888 Accumulated deficit (140,280) (29,489,360) (29,629,640) Total shareholders’ equity 5,000,003 — 5,000,003 Total liabilities and shareholders’ equity $ 415,400,119 $ — $ 415,400,119 Period From February 11, 2020 (Inception) Through December 31, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Operations Loss from operations $ (349,873) $ — $ (349,873) Other (expense) income Change in fair value of derivative warrant liabilities — (28,525,220) (28,525,220) Financing costs allocated to derivative warrant liabilities — (964,140) (964,140) Interest earned on investments held in Trust Account 209,593 — 209,593 Total other (expense) income 209,593 (29,489,360) (29,279,767) Net loss $ (140,280) $ (29,489,360) $ (29,629,640) Basic and Diluted weighted-average Class A ordinary shares outstanding 41,400,000 — $ 41,400,000 Basic and Diluted net loss per Class A shares $ 0.01 — $ 0.01 Basic and Diluted weighted-average Class B ordinary shares outstanding 10,350,000 — 10,350,000 Basic and Diluted net loss per Class B share $ (0.03) $ (2.85) $ (2.88) Period From February 11, 2020 (Inception) Through December 31, 2020 As Previously Reported Restatement Adjustment As Restated Statement of Cash Flows Net Loss (140,280) (29,489,360) (29,629,640) Change in fair value of derivative warrant liabilities — 28,525,220 28,525,220 Financing costs allocated to derivative warrant liabilities — 964,140 964,140 Net cash used in operating activities (592,406) — (592,406) Net cash used in investing activities (414,000,000) — (414,000,000) Net cash provided by financing activities 415,454,160 — 415,454,160 Net change in cash $ 861,754 $ — $ 861,754 As of September 30, 2020 As Previously Reported Restatement Adjustment As Restated Unaudited Condensed Balance Sheet Total assets $ 415,422,378 $ — $ 415,422,378 Liabilities and shareholders’ equity Total current liabilities $ 115,692 $ — $ 115,692 Deferred underwriting commissions 14,490,000 — 14,490,000 Derivative warrant liabilities — 46,451,340 46,451,340 Total liabilities 14,605,692 $ 46,451,340 61,057,032 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 395,816,680 (46,451,340) 349,365,340 Shareholders’ equity Preference shares - $0.0001 par value — — — Class A ordinary shares - $0.0001 par value 182 503 685 Class B ordinary shares - $0.0001 par value 1,035 — 1,035 Additional paid-in-capital 5,089,486 22,139,097 27,228,583 Accumulated deficit (90,697) (22,139,590) (22,230,287) Total shareholders’ equity 5,000,006 — 5,000,006 Total liabilities and shareholders’ equity $ 415,422,378 $ — $ 415,422,378 Three Months Ended September 30, 2020 As Previously Reported Restatement Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (134,386) $ — $ (134,386) Other (expense) income Change in fair value of derivative warrant liabilities — (21,175,450) (21,175,460) Financing costs — (964,140) (964,140) Interest earned on investments held in Trust Account 89,468 — 89,468 Total other (expense) income 89,468 (22,139,590) (22,050,122) Net loss $ (44,918) $ (22,139,590) $ (22,184,508) Basic and Diluted weighted-average Class A ordinary shares outstanding 41,400,000 — $ 41,400,000 Basic and Diluted net loss per Class A share $ — — $ — Basic and Diluted weighted-average Class B ordinary shares outstanding 10,350,000 — 10,350,000 Basic and Diluted net loss per Class B share $ (0.01) $ (2.14) $ (2.15) Period From February 11, 2020 (Inception) Through September 30, 2020 As Previously Reported Restatement Adjustment As Restated Unaudited Condensed Statement of Operations Loss from operations $ (180,165) $ — $ (180,165) Other (expense) income Change in fair value of warrant liabilities — (21,175,450) (21,175,450) Financing costs — (964,140) (964,140) Interest earned on investments held in Trust Account 89,468 — 89,468 Total other (expense) income 89,468 (22,139,590) (22,050,122) Net loss $ (90,697) $ (22,139,590) $ (22,230,287) Basic and Diluted weighted-average Class A ordinary shares outstanding 41,400,000 — $ 41,400,000 Basic and Diluted net loss per Class A share $ — — $ — Basic and Diluted weighted-average Class B ordinary shares outstanding 10,350,000 — 10,350,000 Basic and Diluted net loss per Class B share $ (0.02) $ (2.14) $ (2.16) Period From February 11, 2020 (Inception) Through September 30, 2020 As Previously Reported Restatement Adjustment As Restated Unaudited Condensed Statement of Cash Flows Net Loss (90,697) (22,139,590) (22,230,287) Change in fair value of derivative warrant liabilities — 21,175,450 21,175,450 Financing costs allocated to derivative warrant liabilities — 964,140 964,140 Net cash used in operating activities (501,937) — (501,937) Net cash used in investing activities (414,000,000) — (414,000,000) Net cash provided by financing activities 415,454,160 — 415,454,160 Net change in cash $ 952,223 $ — $ 952,223 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2020 by level within the fair value hierarchy: Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Investments held in Trust Account: U.S. Treasury securities $ 414,209,593 $ — $ — Liabilities: Derivative public warrant liabilities $ 35,386,050 $ — $ — Derivative private warrant liabilities $ — $ — $ 18,415,060 |
Schedule of Fair Value Assumptions | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of July 28, 2020 As of December 31, 2020 Volatility 16.1% 25.3% Stock price $9.59 $10.26 Expected life of the options to convert 6.00 5.42 Risk-free rate 0.35% 0.42% Dividend yield 0.0% 0.0% |
Schedule of Changes in Fair Value of Warrants | Derivative warrant liabilities at February 11, 2020 (inception) $ — Issuance of Public and Private Warrants 25,275,880 Change in fair value of derivative warrant liabilities 28,525,230 Derivative warrant liabilities at December 31, 2020 $ 53,801,110 |
Description of Organization, _3
Description of Organization, Business Operations and Basis of Presentation (Details) | Jul. 28, 2020USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2020$ / shares | Dec. 31, 2020USD ($) | Jul. 28, 2020$ / shares | Jul. 28, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds received from initial public offering, gross | $ 414,000,000 | |||||
Adjustments to additional paid in capital stock issuance costs | 22,433,477 | |||||
Proceeds from issue of warrants | 10,280,000 | |||||
Payment towards restricted investments | $ 414,000,000 | |||||
Temporary equity redemption price per share | $ / shares | $ 10 | |||||
Minimum net worth to effect business combination | $ 5,000,001 | |||||
Percentage of public shareholding redeemable in case the business combination does not occur | 100.00% | |||||
Date on or before which business combination shall be consummated | 10 days | |||||
Expenses payable on dissolution | $ 100,000 | |||||
Cash in operating bank account | 900,000 | |||||
Working capital | 1,000,000 | |||||
Working capital loans outstanding | $ 0 | |||||
Ascendant Sponsor LP | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock shares issued during the period value for services rendered | $ 25,000 | |||||
Proceeds from related party debt | $ 160,000 | |||||
Minimum | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Percentage of the fair value of assets in trust account of the target company net of deferred underwriting commissions and taxes | 80.00% | |||||
Equity method investment ownership percentage | 50.00% | |||||
Temporary equity redemption price per share | $ / shares | 10 | |||||
Per share amount in the trust account for distribution to the public shareholders | $ / shares | $ 10 | |||||
Asset Held in Trust | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of stock issue price per share | $ / shares | $ 10 | |||||
Payment towards restricted investments | $ 414,000,000 | |||||
Term of restricted investments | 185 days | |||||
Private Placement Warrants [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock issued during period shares new issues | shares | 10,280,000 | |||||
Class of warrants or rights issue price per warrant | $ / shares | 1 | |||||
Proceeds from issue of warrants | $ 10,300,000 | |||||
Common Class A | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Percentage of public shareholding that can be transferred without any restriction | 20.00% | |||||
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock issued during period shares new issues | shares | 41,400,000 | |||||
Sale of stock issue price per share | $ / shares | $ 10 | |||||
Proceeds received from initial public offering, gross | $ 414,000,000 | |||||
Adjustments to additional paid in capital stock issuance costs | $ 23,400,000 | |||||
Deferred underwriting commissions non current | $ 14,500,000 | |||||
Over-Allotment Option [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock issued during period shares new issues | shares | 5,400,000 | 5,400,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Impact of the Restatement on the Balance Sheet (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Jul. 28, 2020 | Feb. 10, 2020 |
Assets [Abstract] | ||||
Total Assets | $ 415,400,119 | |||
Liabilities and Shareholders' Equity: | ||||
Total current liabilities | 143,016 | |||
Deferred underwriting commissions | 14,490,000 | |||
Derivative warrant liabilities | 53,801,110 | $ 25,275,880 | ||
Total liabilities | 68,434,126 | |||
Class A ordinary shares, $0.0001 par value; 34,196,599 shares subject to possible redemption at $10.00 per share | 341,965,990 | |||
Shareholders' Equity: | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | |||
Additional paid-in capital | 34,627,888 | |||
Accumulated deficit | (29,629,640) | |||
Total shareholders' equity | 5,000,003 | $ 0 | ||
Total liabilities and shareholders' equity | 415,400,119 | |||
Previously Reported | ||||
Assets [Abstract] | ||||
Total Assets | 415,400,119 | $ 415,422,378 | ||
Liabilities and Shareholders' Equity: | ||||
Total current liabilities | 143,016 | 115,692 | ||
Deferred legal fees | 0 | |||
Deferred underwriting commissions | 14,490,000 | 14,490,000 | ||
Derivative warrant liabilities | 0 | 0 | ||
Total liabilities | 14,633,016 | 14,605,692 | ||
Class A ordinary shares, $0.0001 par value; 34,196,599 shares subject to possible redemption at $10.00 per share | 395,767,100 | 395,816,680 | ||
Shareholders' Equity: | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 | ||
Additional paid-in capital | 5,139,066 | 5,089,486 | ||
Accumulated deficit | (140,280) | (90,697) | ||
Total shareholders' equity | 5,000,003 | 5,000,006 | ||
Total liabilities and shareholders' equity | 415,400,119 | 415,422,378 | ||
Revision of Prior Period, Adjustment | ||||
Assets [Abstract] | ||||
Total Assets | 0 | 0 | ||
Liabilities and Shareholders' Equity: | ||||
Total current liabilities | 0 | 0 | ||
Deferred legal fees | 0 | |||
Deferred underwriting commissions | 0 | 0 | ||
Derivative warrant liabilities | 53,801,110 | 46,451,340 | $ 25,300,000 | |
Total liabilities | 53,801,110 | 46,451,340 | ||
Class A ordinary shares, $0.0001 par value; 34,196,599 shares subject to possible redemption at $10.00 per share | (53,801,110) | (46,451,340) | ||
Shareholders' Equity: | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 | ||
Additional paid-in capital | 29,488,822 | 22,139,097 | ||
Accumulated deficit | (29,489,360) | (22,139,590) | ||
Total shareholders' equity | 0 | 0 | ||
Total liabilities and shareholders' equity | 0 | 0 | ||
As Restated | ||||
Assets [Abstract] | ||||
Total Assets | 415,400,119 | 415,422,378 | ||
Liabilities and Shareholders' Equity: | ||||
Total current liabilities | 143,016 | 115,692 | ||
Deferred legal fees | 0 | |||
Deferred underwriting commissions | 14,490,000 | 14,490,000 | ||
Derivative warrant liabilities | 53,801,110 | 46,451,340 | ||
Total liabilities | 68,434,126 | 61,057,032 | ||
Class A ordinary shares, $0.0001 par value; 34,196,599 shares subject to possible redemption at $10.00 per share | 341,965,990 | 349,365,340 | ||
Shareholders' Equity: | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 | ||
Additional paid-in capital | 34,627,888 | 27,228,583 | ||
Accumulated deficit | (29,629,640) | (22,230,287) | ||
Total shareholders' equity | 5,000,003 | 5,000,006 | ||
Total liabilities and shareholders' equity | 415,400,119 | 415,422,378 | ||
Common Class A | ||||
Shareholders' Equity: | ||||
Common Stock, Value, Issued | 720 | |||
Common Class A | Previously Reported | ||||
Shareholders' Equity: | ||||
Common Stock, Value, Issued | 182 | 182 | ||
Common Class A | Revision of Prior Period, Adjustment | ||||
Shareholders' Equity: | ||||
Common Stock, Value, Issued | 538 | 503 | ||
Common Class A | As Restated | ||||
Shareholders' Equity: | ||||
Common Stock, Value, Issued | 720 | 685 | ||
Common Class B | ||||
Shareholders' Equity: | ||||
Common Stock, Value, Issued | 1,035 | |||
Common Class B | Previously Reported | ||||
Shareholders' Equity: | ||||
Common Stock, Value, Issued | 1,035 | 1,035 | ||
Common Class B | Revision of Prior Period, Adjustment | ||||
Shareholders' Equity: | ||||
Common Stock, Value, Issued | 0 | 0 | ||
Common Class B | As Restated | ||||
Shareholders' Equity: | ||||
Common Stock, Value, Issued | $ 1,035 | $ 1,035 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Impact of the Restatement on the Statement of Operations (Details) | 3 Months Ended | 11 Months Ended | ||
Sep. 30, 2020USD ($)shares | Sep. 30, 2020$ / shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2020$ / shares | |
Loss from operations | $ (349,873) | |||
Change in fair value of derivative warrant liabilities | (28,525,220) | |||
Financing costs allocated to derivative warrant liabilities | (964,140) | |||
Interest income from Trust Account | 209,593 | |||
Net loss | (29,629,640) | |||
Previously Reported | ||||
Loss from operations | $ (134,386) | (349,873) | ||
Change in fair value of derivative warrant liabilities | 0 | 0 | ||
Financing costs allocated to derivative warrant liabilities | 0 | 0 | ||
Interest income from Trust Account | 89,468 | 209,593 | ||
Total other (expense) income | 89,468 | 209,593 | ||
Net loss | (44,918) | (140,280) | ||
Revision of Prior Period, Adjustment | ||||
Loss from operations | 0 | 0 | ||
Change in fair value of derivative warrant liabilities | (21,175,450) | (28,525,220) | ||
Financing costs allocated to derivative warrant liabilities | (964,140) | (964,140) | ||
Interest income from Trust Account | 0 | 0 | ||
Total other (expense) income | (22,139,590) | (29,489,360) | ||
Net loss | (22,139,590) | (29,489,360) | ||
As Restated | ||||
Loss from operations | (134,386) | (349,873) | ||
Change in fair value of derivative warrant liabilities | (21,175,460) | (28,525,220) | ||
Financing costs allocated to derivative warrant liabilities | (964,140) | (964,140) | ||
Interest income from Trust Account | 89,468 | 209,593 | ||
Total other (expense) income | (22,050,122) | (29,279,767) | ||
Net loss | $ (22,184,508) | (29,629,640) | ||
Common Class A | ||||
Net loss | $ 210,000 | |||
Basic and diluted weighted average shares outstanding | shares | 41,400,000 | |||
Basic and diluted net income (loss) per share,ordinary shares | $ / shares | $ 0.01 | |||
Common Class A | Previously Reported | ||||
Basic and diluted weighted average shares outstanding | shares | 41,400,000 | 41,400,000 | ||
Basic and diluted net income (loss) per share,ordinary shares | $ / shares | $ 0 | 0.01 | ||
Common Class A | Revision of Prior Period, Adjustment | ||||
Basic and diluted weighted average shares outstanding | shares | 0 | 0 | ||
Basic and diluted net income (loss) per share,ordinary shares | $ / shares | 0 | 0 | ||
Common Class A | As Restated | ||||
Basic and diluted weighted average shares outstanding | shares | 41,400,000 | 41,400,000 | ||
Basic and diluted net income (loss) per share,ordinary shares | $ / shares | 0 | 0.01 | ||
Common Class B | ||||
Net loss | $ (350,000) | |||
Basic and diluted weighted average shares outstanding | shares | 10,350,000 | |||
Basic and diluted net income (loss) per share,ordinary shares | $ / shares | (2.88) | |||
Common Class B | Previously Reported | ||||
Basic and diluted weighted average shares outstanding | shares | 10,350,000 | 10,350,000 | ||
Basic and diluted net income (loss) per share,ordinary shares | $ / shares | (0.01) | (0.03) | ||
Common Class B | Revision of Prior Period, Adjustment | ||||
Basic and diluted weighted average shares outstanding | shares | 0 | 0 | ||
Basic and diluted net income (loss) per share,ordinary shares | $ / shares | (2.14) | (2.85) | ||
Common Class B | As Restated | ||||
Basic and diluted weighted average shares outstanding | shares | 10,350,000 | 10,350,000 | ||
Basic and diluted net income (loss) per share,ordinary shares | $ / shares | $ (2.15) | $ (2.88) |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Impact of the Restatement on the Statement of Cash Flows (Details) - USD ($) | 3 Months Ended | 11 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
Change in fair value of derivative warrant liabilities | $ 28,525,220 | |
Change in fair value of derivative warrant liabilities | (28,525,230) | |
Financing costs allocated to derivative warrant liabilities | 964,140 | |
Net cash used in operating activities | (592,406) | |
Net cash used in investing activities | (414,000,000) | |
Net cash provided by financing activities | 415,454,160 | |
Net change in cash | 861,754 | |
Previously Reported | ||
Net loss | (140,280) | |
Net loss | $ (90,697) | |
Change in fair value of derivative warrant liabilities | 0 | 0 |
Change in fair value of derivative warrant liabilities | 0 | |
Financing costs allocated to derivative warrant liabilities | 0 | 0 |
Net cash used in operating activities | (501,937) | (592,406) |
Net cash used in investing activities | (414,000,000) | (414,000,000) |
Net cash provided by financing activities | 415,454,160 | 415,454,160 |
Net change in cash | 952,223 | 861,754 |
Revision of Prior Period, Adjustment | ||
Net loss | (29,489,360) | |
Net loss | (22,139,590) | |
Change in fair value of derivative warrant liabilities | 21,175,450 | 28,525,220 |
Change in fair value of derivative warrant liabilities | 21,175,450 | |
Financing costs allocated to derivative warrant liabilities | 964,140 | 964,140 |
Net cash used in operating activities | 0 | 0 |
Net cash used in investing activities | 0 | 0 |
Net cash provided by financing activities | 0 | 0 |
Net change in cash | 0 | 0 |
As Restated | ||
Net loss | (29,629,640) | |
Net loss | (22,230,287) | |
Change in fair value of derivative warrant liabilities | 21,175,460 | 28,525,220 |
Change in fair value of derivative warrant liabilities | 21,175,450 | |
Financing costs allocated to derivative warrant liabilities | 964,140 | 964,140 |
Net cash used in operating activities | (501,937) | (592,406) |
Net cash used in investing activities | (414,000,000) | (414,000,000) |
Net cash provided by financing activities | 415,454,160 | 415,454,160 |
Net change in cash | $ 952,223 | $ 861,754 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 11 Months Ended | |
Dec. 31, 2020 | Jul. 28, 2020 | |
Significant Accounting Policies [Line Items] | ||
Cash insured with federal insurance | $ 250,000 | |
Cash equivalents | 0 | |
Net gain from investments held in Trust Account | 209,593 | |
Net income (loss) | (29,629,640) | |
Unrecognised tax benefits | 0 | |
Unrecognised tax benefits interest and penalties accrued | 0 | |
Income tax provisions | $ 0 | |
Class of Warrant or Right, Outstanding | 30,980,000 | |
IPO [Member] | ||
Significant Accounting Policies [Line Items] | ||
Class of Warrant or Right, Outstanding | 20,700,000 | |
Private Placement [Member] | ||
Significant Accounting Policies [Line Items] | ||
Class of Warrant or Right, Outstanding | 10,280,000 | |
Ordinary Shares [Member] | ||
Significant Accounting Policies [Line Items] | ||
Net income (loss) | $ (140,000) | |
Common Class A | ||
Significant Accounting Policies [Line Items] | ||
Ordinary shares subject to possible redemption shares | 39,576,710 | |
Potentially dilutive common shares excluded from the computation of weighted-average shares outstanding | 30,980,000 | |
Net income (loss) | $ 210,000 | |
Common Class A | Ordinary Shares [Member] | ||
Significant Accounting Policies [Line Items] | ||
Net income (loss) | 0 | |
Common Class B | ||
Significant Accounting Policies [Line Items] | ||
Net income (loss) | (350,000) | |
Common Class B | Ordinary Shares [Member] | ||
Significant Accounting Policies [Line Items] | ||
Net income (loss) | $ 0 |
Initial Public Offering -Additi
Initial Public Offering -Additional Information (Detail) | Jul. 28, 2020USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2020$ / shares | Jul. 28, 2020$ / shares |
Disclosure Of Initial Public Offer [Line Items] | ||||
Proceeds from initial public offer | $ 414,000,000 | |||
Adjustments to additional paid in capital stock issuance costs | $ 22,433,477 | |||
Common Class A | ||||
Disclosure Of Initial Public Offer [Line Items] | ||||
Number of shares called by each warrant | shares | 1 | |||
Minimum | Common Class A | ||||
Disclosure Of Initial Public Offer [Line Items] | ||||
Warrants redemption price per share | $ / shares | $ 11.50 | |||
IPO [Member] | ||||
Disclosure Of Initial Public Offer [Line Items] | ||||
Stock issued during period shares new issues | shares | 41,400,000 | |||
Sale of stock issue price per share | $ / shares | $ 10 | |||
Proceeds from initial public offer | $ 414,000,000 | |||
Adjustments to additional paid in capital stock issuance costs | 23,400,000 | |||
Deferred underwriting commissions non current | $ 14,500,000 | |||
Over-Allotment Option [Member] | ||||
Disclosure Of Initial Public Offer [Line Items] | ||||
Stock issued during period shares new issues | shares | 5,400,000 | 5,400,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Jul. 31, 2020shares | Jul. 28, 2020USD ($)shares | Jul. 23, 2020shares | Jun. 26, 2020shares | May 29, 2020shares | Mar. 02, 2020USD ($)shares | Dec. 31, 2020$ / shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)shares | Mar. 02, 2020$ / shares | Mar. 02, 2020USD ($) |
Related Party Transaction [Line Items] | |||||||||||
Common stock, shares, outstanding | shares | 10,350,000 | ||||||||||
Proceeds from issue of warrants | $ 10,280,000 | ||||||||||
Repayment of notes payable | 159,720 | ||||||||||
Administrative expenses - related party | $ 50,000 | ||||||||||
Private Placement Warrants [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock related warrants issued during the period shares | shares | 10,280,000 | ||||||||||
Class of warrant or right, price per warrant | $ / shares | $ 1 | ||||||||||
Proceeds from issue of warrants | $ 10,300,000 | ||||||||||
Private Placement Warrants [Member] | Share Trigger Price Two [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Warrants redemption price per share | $ / shares | 0.01 | ||||||||||
Minimum notice period for warrants redemption | 30 days | ||||||||||
Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during the period value for services | $ 25,000 | ||||||||||
Stock issued during the period shares issued for shares | shares | 180,000 | ||||||||||
Stock Held by the sponsor | shares | 8,445,000 | ||||||||||
Share transfer restriction, threshold consecutive trading days | 20 days | ||||||||||
Share transfer restriction, threshold trading days | 30 days | ||||||||||
Number of days for a particular event to get over for determning trading period | 150 days | ||||||||||
Debt face value | $ 300,000 | ||||||||||
Repayment of notes payable | $ 160,000 | ||||||||||
Conversion of debt into warrants value | $ 1,500,000 | ||||||||||
Converion price per unit of debt into warrant | $ / shares | 1 | ||||||||||
Due to related parties | $ 9,750 | ||||||||||
Sponsor [Member] | Minimum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share price (in dollars per share) | $ / shares | 12 | ||||||||||
Administrative Support Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction amounts of transaction | 10,000 | ||||||||||
Selling, General and Administrative Expenses [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Administrative expenses - related party | $ 50,000 | ||||||||||
Common Class B | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, par value | $ / shares | 0.0001 | ||||||||||
Common stock, shares, outstanding | shares | 10,350,000 | ||||||||||
Common Class B | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||
Stock issued during the period shares issued for shares | shares | 1,725,000 | 1,437,500 | 1,437,500 | 8,625,000 | |||||||
Common stock shares subject to forfeiture | shares | 1,437,500 | ||||||||||
Common stock, shares, outstanding | shares | 10,170,000 | 8,625,000 | 8,625,000 | ||||||||
Common Class A | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, par value | $ / shares | 0.0001 | ||||||||||
Common stock, shares, outstanding | shares | 7,203,401 | ||||||||||
Number of shares called by each warrant | shares | 1 | ||||||||||
Common Class A | Private Placement Warrants [Member] | Share Trigger Price Two [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Warrants redemption price per share | $ / shares | 18 | ||||||||||
Common Class A | Minimum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Warrants redemption price per share | $ / shares | 11.50 | ||||||||||
Common Class A | Minimum | Share Price That Will Trigger Warrant Redemption [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share price (in dollars per share) | $ / shares | $ 10 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Jul. 28, 2020shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2020$ / shares |
Loss Contingencies [Line Items] | |||
Underwriting fee, per unit cash paid | $ / shares | $ 0.35 | ||
Stock related warrants issued during the period value | $ 1,857,360 | ||
Payments for underwriting fee | $ 14,500,000 | ||
Over-Allotment Option [Member] | |||
Loss Contingencies [Line Items] | |||
Expiration period for purchase of underwriting options | 45 days | ||
Stock issued during period shares new issues | shares | 5,400,000 | 5,400,000 | |
IPO [Member] | |||
Loss Contingencies [Line Items] | |||
Stock issued during period shares new issues | shares | 41,400,000 | ||
Underwriting fee, per unit cash paid | $ / shares | 0.20 | ||
Payments for underwriting fee | $ 8,300,000 | ||
Private Placement [Member] | |||
Loss Contingencies [Line Items] | |||
Stock related warrants issued during the period shares | shares | 25,000,000 | ||
Share price (in dollars per share) | $ / shares | $ 10 | ||
Stock related warrants issued during the period value | $ 250,000,000 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities (Details) - $ / shares | 8 Months Ended | 11 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Jul. 28, 2020 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Class of Warrant or Right, Outstanding | 30,980,000 | ||
Common Class A | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Share price (in dollars per share) | $ 9.20 | ||
Percentage of proceeds from share issuances | 60.00% | ||
Minimum | Common Class A | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Warrants redemption price per share | $ 11.50 | ||
Private Placement Warrants [Member] | Minimum | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Class of warrants exercise price adjustment percentage | 115.00% | ||
Public Warrants [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Term of warrants | 5 years | ||
Public Warrants [Member] | Minimum | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Warrants redemption price per share | $ 11.50 | ||
Share Trigger Price One [Member] | Common Class A | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Warrants exercisable, ordinary share per warrant | $ 0.361 | ||
Share Trigger Price One [Member] | Maximum | Common Class A | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Warrants redeemable, threshold consecutive trading days | 10 days | ||
Share Trigger Price One [Member] | Private Placement Warrants [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Minimum notice period for warrants redemption | 30 days | ||
Warrants redemption price per share | $ 0.10 | ||
Warrants redeemable, threshold consecutive trading days | 20 days | 20 days | |
Warrants redeemable, threshold trading days | 30 days | 30 days | |
Share Trigger Price One [Member] | Private Placement Warrants [Member] | Common Class A | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Warrants redemption price per share | $ 10 | ||
Share Trigger Price One [Member] | Private Placement Warrants [Member] | Minimum | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Warrants redeemable, threshold consecutive trading days | 20 days | ||
Share Trigger Price One [Member] | Private Placement Warrants [Member] | Maximum | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Warrants redeemable, threshold consecutive trading days | 30 days | 30 days | |
Warrants redeemable, threshold trading days | 30 days | ||
Share Trigger Price Two [Member] | Private Placement Warrants [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Minimum notice period for warrants redemption | 30 days | ||
Warrants redemption price per share | $ 0.01 | ||
Share Trigger Price Two [Member] | Private Placement Warrants [Member] | Common Class A | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Warrants redemption price per share | $ 18 | ||
Share Trigger Price Two [Member] | Private Placement Warrants [Member] | Maximum | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Class of warrants exercise price adjustment percentage | 180.00% | ||
IPO [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Class of Warrant or Right, Outstanding | 20,700,000 | ||
Private Placement [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Class of Warrant or Right, Outstanding | 10,280,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - $ / shares | Jul. 31, 2020 | Jul. 23, 2020 | Jun. 26, 2020 | May 29, 2020 | Mar. 02, 2020 | Sep. 30, 2020 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||||
Common stock, shares, outstanding | 10,350,000 | ||||||
Preferred Stock, Shares Authorized | 1,000,000 | ||||||
Preferred Stock, Shares Issued | 0 | ||||||
Preferred Stock, Shares Outstanding | 0 | ||||||
Private Placement Warrants [Member] | Share Trigger Price One [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants redemption price per share | $ 0.10 | ||||||
Minimum notice period for warrants redemption | 30 days | ||||||
Warrants redeemable, threshold consecutive trading days | 20 days | 20 days | |||||
Warrants redeemable, threshold trading days | 30 days | 30 days | |||||
Private Placement Warrants [Member] | Share Trigger Price Two [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants redemption price per share | $ 0.01 | ||||||
Minimum notice period for warrants redemption | 30 days | ||||||
Public Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Term of warrants | 5 years | ||||||
Maximum | Private Placement Warrants [Member] | Share Trigger Price One [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants redeemable, threshold consecutive trading days | 30 days | 30 days | |||||
Warrants redeemable, threshold trading days | 30 days | ||||||
Maximum | Private Placement Warrants [Member] | Share Trigger Price Two [Member] | |||||||
Class of Stock [Line Items] | |||||||
Class of warrants exercise price adjustment percentage | 180.00% | ||||||
Minimum | Private Placement Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Class of warrants exercise price adjustment percentage | 115.00% | ||||||
Minimum | Private Placement Warrants [Member] | Share Trigger Price One [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants redeemable, threshold consecutive trading days | 20 days | ||||||
Minimum | Public Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants redemption price per share | $ 11.50 | ||||||
Sponsor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued during the period shares issued for shares | 180,000 | ||||||
Common Class A | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 200,000,000 | ||||||
Sale of units in initial public offering, gross, Shares | 41,400,000 | ||||||
Common stock, par value | $ 0.0001 | ||||||
Ordinary shares subject to possible redemption shares | 39,576,710 | ||||||
Common stock, shares, outstanding | 7,203,401 | ||||||
Share price (in dollars per share) | $ 9.20 | ||||||
Percentage of proceeds from share issuances | 60.00% | ||||||
Common Stock, Shares, Issued | 7,203,401 | ||||||
Common Class A | Share Trigger Price One [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants exercisable, ordinary share per warrant | $ 0.361 | ||||||
Common Class A | Private Placement Warrants [Member] | Share Trigger Price One [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants redemption price per share | 10 | ||||||
Common Class A | Private Placement Warrants [Member] | Share Trigger Price Two [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants redemption price per share | $ 18 | ||||||
Common Class A | Maximum | Share Trigger Price One [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants redeemable, threshold consecutive trading days | 10 days | ||||||
Common Class A | Minimum | |||||||
Class of Stock [Line Items] | |||||||
Warrants redemption price per share | $ 11.50 | ||||||
Common Class A | Sponsor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Percentage of common stock shareholding | 20.00% | ||||||
Common Class B | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 20,000,000 | ||||||
Common stock, par value | $ 0.0001 | ||||||
Common stock, shares, outstanding | 10,350,000 | ||||||
Common stock description of voting rights | one-for-one | ||||||
Common Stock, Shares, Issued | 10,350,000 | ||||||
Common Class B | Sponsor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, par value | $ 0.0001 | ||||||
Stock issued during the period shares issued for shares | 1,725,000 | 1,437,500 | 1,437,500 | 8,625,000 | |||
Common stock shares subject to forfeiture | 1,437,500 | ||||||
Common stock, shares, outstanding | 10,170,000 | 8,625,000 | 8,625,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] | Dec. 31, 2020USD ($) |
Quoted Prices in Active Markets (Level 1) | |
Description | |
Investments held in Trust Account | $ 414,209,593 |
Quoted Prices in Active Markets (Level 1) | Public Warrants [Member] | |
Description | |
Derivative Liability | 35,386,050 |
Quoted Prices in Active Markets (Level 1) | Private Placement Warrants [Member] | |
Description | |
Investments held in Trust Account | 0 |
Significant Other Observable Inputs (Level 2) | |
Description | |
Investments held in Trust Account | 0 |
Significant Other Observable Inputs (Level 2) | Public Warrants [Member] | |
Description | |
Derivative Liability | 0 |
Significant Other Observable Inputs (Level 2) | Private Placement Warrants [Member] | |
Description | |
Investments held in Trust Account | 0 |
Significant Other Unobservable Inputs (Level 3) | |
Description | |
Investments held in Trust Account | 0 |
Significant Other Unobservable Inputs (Level 3) | Public Warrants [Member] | |
Description | |
Derivative Liability | 0 |
Significant Other Unobservable Inputs (Level 3) | Private Placement Warrants [Member] | |
Description | |
Investments held in Trust Account | $ 18,415,060 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 11 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Disclosures [Abstract] | |
Change in fair value of derivative warrant liabilities | $ 28,525,220 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assumptions (Details) | Dec. 31, 2020$ / shares | Jul. 28, 2020$ / shares |
Measurement Input, Price Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.253 | 0.161 |
Measurement Input, Share Price | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 10.26 | 9.59 |
Measurement Input, Expected Term | ||
Class of Warrant or Right [Line Items] | ||
Term of warrants | 5 years 5 months 1 day | 6 years |
Measurement Input, Risk Free Interest Rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0042 | 0.0035 |
Measurement Input, Expected Dividend Rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Fair Value of Warrants (Details) | 11 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Disclosures [Abstract] | |
Beginning balance | $ 25,275,880 |
Change in fair value of derivative warrant liabilities | 28,525,230 |
Ending balance | $ 53,801,110 |
Subsequent Events (Details)
Subsequent Events (Details) | Mar. 01, 2021USD ($) | Mar. 01, 2021$ / shares | Mar. 01, 2021USD ($)shares | Dec. 31, 2020$ / shares |
Common Class A | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value | $ / shares | $ 0.0001 | |||
Share price (in dollars per share) | $ / shares | 9.20 | |||
Common Class B | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value | $ / shares | $ 0.0001 | |||
Subsequent Event | BSG | ||||
Subsequent Event [Line Items] | ||||
Consideration, equity interests | $ | $ 2,910,923,000 | |||
Share price (in dollars per share) | $ / shares | $ 10 | |||
Percentage of interests acquired | 20.10% | |||
Total consideration, up to | $ | 150,000,000 | |||
Subsequent Event | Minimum | BSG | ||||
Subsequent Event [Line Items] | ||||
Subscriptions | $ | $ 85,000,000 | |||
Payments to acquire businesses | $ | 0 | |||
Subsequent Event | Maximum | BSG | ||||
Subsequent Event [Line Items] | ||||
Subscriptions | $ | 150,000,000 | |||
Payments to acquire businesses | $ | $ 374,000,000 | |||
Subsequent Event | Common Class A | BSG | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value | $ / shares | 0.0001 | |||
Conversion ratio | 1 | |||
Subscriptions receivable | $ | $ 150,000,000 | |||
Shares subscribed | shares | 15,000,000 | |||
Share price (in dollars per share) | $ / shares | 10 | |||
Subsequent Event | Common Class B | BSG | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value | $ / shares | $ 0.0001 | |||
Conversion ratio | 1 |